BNP
Paribas Mortgage Securities LLC, a limited liability company organized and
existing under the laws of the State of Delaware (the “Depositor”), proposes to
sell to the several underwriters named in Schedule I attached hereto (the
“Underwriters”), for whom you are acting as representative (also referred to
herein as the “Representative”), the respective amounts set forth opposite their
names in Schedule I attached hereto of the Depositor’s TBW Mortgage-Backed Trust
Series 2006-5, Mortgage-Backed Pass-Through Certificates, Series 2006-5. Such
classes have been designated as the Class A-1, Class A-2-A, Class A-2-B, Class
A-3, Class A-4, Class A-5-A, Class A-5-B, Class A-6, Class M-1, Class M-2,
Class
M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates (collectively,
the “Certificates”). The Certificates, together with the Depositor’s TBW
Mortgage-Backed Trust Series 2006-5, Mortgage-Backed Pass-Through Certificates,
Series 2006-5, Class C, Class P and Class R Certificates, will represent the
entire beneficial ownership interest in a trust fund (the “Trust Fund”)
consisting of a pool of conventional, primarily fixed rate, one-to-four family,
first lien residential mortgage loans (the “Mortgage Loans”) having an aggregate
principal balance of approximately $
598,789,446.48
as
of
October 1, 2006 (the “Cut-off Date”). The Mortgage Loans identified on the
Mortgage Loan Schedule were originated or acquired by various mortgage loan
originators and sold to BNP Paribas Mortgage Corp. (“Seller”), an affiliate of
the Depositor, pursuant to one or more mortgage loan purchase agreements. These
Mortgage Loans were subsequently sold to the Depositor pursuant to a Mortgage
Loan Purchase Agreement between the Depositor and the Seller, dated as of
October 26, 2006 (the “MLPA”).

The
Certificates are to be issued pursuant to a Pooling and Servicing Agreement
to
be dated as of October 1, 2006 (the “Pooling Agreement”) among the Depositor,
U.S. Bank National Association, as trustee (the “Trustee”) and Wells Fargo Bank,
N.A. as master servicer (in such capacity, the “Master Servicer”) and securities
administrator (in such capacity, the “Securities Administrator”). The Mortgage
Loans will be transferred to the Trust Fund pursuant to the Pooling
Agreement.

Capitalized
terms used herein but not defined herein shall have the meanings provided in
the
Pooling Agreement.

1.
Representations
and Warranties
.
The
Depositor represents and warrants to and agrees with each Underwriter
that:

(a)
The
Depositor has filed with the Securities and Exchange Commission (the
“Commission”) a registration statement (including a prospectus) on Form S-3 (No.
333-131690) for the registration under the Securities Act of 1933, as amended
(the “Act”), of mortgage pass-through certificates issuable in series. Such
registration statement has been declared effective by the Commission under
the
Act. Such registration statement, including exhibits thereto and any information
incorporated therein by reference, as amended to the date of this Agreement,
is
hereinafter called the “Registration Statement,” and such prospectus, in the
form in which it was last filed with the Commission, as supplemented by a
prospectus supplement relating to the Certificates to be filed pursuant to
Rule
424 under the Act (such prospectus supplement in the form first filed after
the
date hereof pursuant to Rule 424 hereinafter called the “Prospectus
Supplement”), and any information incorporated therein by reference, is
hereinafter collectively referred to as the “Prospectus.” The Depositor further
proposes to prepare, after the final terms of all classes of the Certificates
have been established, a Free Writing Prospectus that will contain substantially
all information that will appear in the Prospectus Supplement, to the extent
that such information is known at that time and minus specific sections
including the Method of Distribution section (such Free Writing Prospectus,
together with the Basic Prospectus, the “Definitive Free Writing Prospectus”).
The Definitive Free Writing Prospectus must be provided to each investor prior
to the time of Contract of Sale (as defined herein).

(b)
The
Registration Statement, at the time it became effective (the “Effective Date”),
and the prospectus contained therein, and any amendments thereof and supplements
thereto filed prior to the date hereof, conformed in all material respects
to
the requirements of the Act and the rules and regulations of the Commission
thereunder; and on the date of this Agreement and on the Closing Date (as
hereinafter defined), the Registration Statement and the Prospectus, and any
amendments thereof and supplements thereto, will conform in all material
respects to the requirements of the Act and the rules and regulations of the
Commission thereunder. The Registration Statement, at the time it became
effective, did not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Prospectus and Designated Static
Pool
Information (as defined herein), taken together, as of the date the Registration
Statement became effective, as of its date and as of the date hereof, did not
contain an untrue statement of a material fact or omit to state a material
fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
Depositor makes no representations or warranties as to either (i) any
information contained in or omitted from the portions of the Prospectus set
forth under the caption “Method of Distribution” relating to the Certificates
and the stabilization legend required by Item 502(d)(1) under Regulation S-K
of
the Act (the “Underwriter Information”) or (ii) any decrement or yield tables
set forth in the section titled “Yield on the Certificates” in the Prospectus
Supplement (the “Decrement/Yield Tables”). In addition, the Definitive Free
Writing Prospectus, as of the date thereof and as of the Closing Date, did
not
and will not contain an untrue statement of a material fact and did not and
will
not omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The effective date shall mean the earlier of the date by which
the
Prospectus Supplement is first used and the time of the first Contract of Sale
to which such Prospectus Supplement relates. “Designated Static Pool
Information” shall mean the static pool information referred to in the
Prospectus under the caption “Static Pool Information” but deemed to be excluded
from the Registration Statement and Prospectus pursuant to Item 1105(d) of
Regulation AB.

(c)
The
Certificates will conform to the description thereof contained in the Prospectus
and the Certificates will on the Closing Date be duly and validly authorized;
and, when validly executed, authenticated, issued and delivered in accordance
with the Pooling Agreement, the Certificates will be validly issued and
outstanding and entitled to the benefits of the Pooling Agreement.

(d)
The
Depositor has been duly incorporated and is validly existing as a limited
liability company in good standing under the laws of the State of Delaware,
with
organizational power and authority to own, lease and operate its properties
and
to conduct its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement, the MLPA and the Pooling
Agreement.

(e)
At
or
prior to the Closing Date, the Depositor will have entered into the MLPA with
respect to the sale of the Mortgage Loans to the Depositor by the Seller and,
assuming the due authorization, execution and delivery thereof by the other
parties thereto, the MLPA on the Closing Date will constitute a valid and
binding agreement of the Depositor, enforceable in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization or other
laws
relating to or affecting the enforcement of creditors’ rights and by general
equity principles.

(f)
At
or
prior to the Closing Date, the Depositor will have entered into the Pooling
Agreement with respect to the Certificates, and assuming the due authorization,
execution and delivery thereof by the other parties thereto, the Pooling
Agreement on the Closing Date will constitute a valid and binding agreement
of
the Depositor enforceable in accordance with its terms, except as may be limited
by bankruptcy, insolvency, reorganization or other laws relating to or affecting
the enforcement of creditors’ rights and by general equity
principles.

(g)
Neither
the issuance or sale of the Certificates nor the consummation of any other
of
the transactions herein contemplated, nor the fulfillment of the terms hereof,
will conflict with or violate any term or provision of the certificate of
formation or limited liability company agreement of the Depositor or any
statute, order or regulation applicable to the Depositor of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Depositor, and will not conflict with, result in a breach or violation
or the acceleration of, or constitute a default under, the terms of any
indenture or other agreement or instrument to which the Depositor is a party
or
by which it is bound.

(h)
This
Agreement has been duly authorized, executed and delivered by the
Depositor.

(i)
No
consent, approval, authorization or order of any court or governmental authority
or agency is required for the consummation by the Depositor of the transactions
contemplated by this Agreement, except such as may be required under the Act,
the Rules and Regulations or state securities or Blue Sky laws or have
previously been obtained.

(j)
Immediately
prior to the transfer of the Mortgage Loans to the Trustee as contemplated
by
the Pooling Agreement, the Depositor (i) will have good title to, and will
be
the sole owner of, the Mortgage Loans being transferred by it to the Trustee
pursuant thereto, free and clear of any lien, pledge, encumbrance or other
security interest (collectively, “Liens”), (ii) will not have assigned to any
person any of its right, title or interest in such Mortgage Loans or in the
Pooling Agreement, and (iii) will have the power and authority to sell such
Mortgage Loans to the Trustee, and upon the execution and delivery of the
Pooling Agreement by the Trustee, the Trustee will have acquired all of the
Depositor’s right, title and interest in and to the Mortgage Loans, and upon
delivery to the Underwriters of the Certificates and payment by the Underwriters
upon receipt of the Certificates purchased by such Underwriter, the Underwriters
will have title to Certificates free of Liens.

(k)
Neither
the Depositor nor the Trust created by the Pooling Agreement is an “investment
company” within the meaning of such term under the Investment Company Act of
1940, as amended (the “1940 Act”) and the rules and regulations of the
Commission thereunder.

(1)
Any
taxes, fees and other governmental charges in connection with the execution
and
delivery of this Agreement and the Pooling Agreement and the execution,
issuance, delivery and sale of the Certificates which have become due or will
be
due on or prior to the Closing Date, shall have been or will be paid on or
prior
to the Closing Date.

(m)
The
Depositor is not, as of the date upon which it delivers the Definitive Free
Writing Prospectus, an Ineligible Issuer, as such term is defined in Rule 405
of
the 1933 Act Regulations.

(n)
The
Depositor shall comply with all applicable laws and regulations in connection
with the use of Free Writing Prospectuses, including but not limited to Rules
164 and 433 of the 1933 Act Regulations and all Commission guidance relating
to
Free Writing Prospectuses, including but not limited to Commission Release
No.
33-8591.

(o)
There
are
no legal proceedings pending, or known to be contemplated by governmental
authorities, against the Depositor that could be material to investors in the
Certificates issued under the Pooling and Servicing Agreement.

2.
Purchase
and Sale
.
Subject
to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Depositor agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the
Depositor, the Certificates set forth opposite its name in Schedule I hereto
at
the purchase price set forth in Schedule I hereto.

3.
Delivery
and Payment
.
Delivery of and payment for the Certificates shall be made at 9:00 a.m. EST
on
October 26, 2006 which date and time may be postponed by agreement between
the
Representative and the Depositor (such date and time being herein called the
“Closing Date”). The Certificates will be delivered in book-entry form through
the facilities of The Depository Trust Company. Delivery of the Certificates
shall be made to the Underwriters against payment by the Underwriters of the
purchase price therefor to or upon the order of the Depositor by certified
or
official bank check or checks payable in federal or other immediately available
funds. The Certificates shall be registered in such names and in such
denominations as BNP Paribas Securities Corp. may request not less than three
full business days in advance of the Closing Date.

The
Depositor agrees to notify each Underwriter at least two business days before
the Closing Date of the exact principal balance evidenced by the Certificates
and to have the Certificates available for inspection, checking and packaging
in
New York, New York, no later than 12:00 noon on the business day prior to the
Closing Date.

4.
Offering
by Underwriters
.

(a)
It
is
understood that each Underwriter proposes to offer and/or solicit offers for
the
Certificates to be purchased by it for sale to the public as set forth in the
Prospectus and each Underwriter agrees that all such offers, solicitations
and
sales by it shall be made in compliance with all applicable laws and
regulations. Prior to the date hereof, each Underwriter has not offered,
pledged, sold, disposed of or otherwise transferred any Certificate or any
security backed by the Mortgage Loans, any interest in any Certificate or such
security or any Mortgage Loan.

(b)
It
is
understood that each Underwriter will solicit offers to purchase the
Certificates as follows:

(1)
Prior
to
the time such Underwriter have received the Definitive Free Writing Prospectus
each Underwriter may, in compliance with the provisions of this Agreement,
solicit offers to purchase Certificates; provided, that such Underwriter shall
not accept any such offer to purchase a Certificate or any interest in any
Certificate or Mortgage Loan or otherwise enter into any Contract of Sale for
any Certificate, any interest in any Certificate or any Mortgage Loan prior
to
the investor’s receipt of Definitive Free Writing Prospectus.

(2)
Any
Free
Writing Prospectus (other than the Definitive Free Writing Prospectus) relating
to the Certificates used by an Underwriter in compliance with the terms of
this
Agreement prior to the time such Underwriter has entered into a Contract of
Sale
for Certificates shall prominently set forth substantially the following
statement:

The
information in this free writing prospectus is preliminary and is subject to
completion or change. The information in this free writing prospectus, if
conveyed prior to the time of your commitment to purchase, supersedes
information contained in any prior similar free writing prospectus relating
to
these securities. This free writing prospectus is not an offer to sell or a
solicitation of an offer to buy these securities in any state where such offer,
solicitation or sale is not permitted. This free writing prospectus is being
delivered to you solely to provide you with information about the offering
of
the securities referred to in this free writing prospectus and to solicit an
indication of interest in purchasing such securities, when, as and if issued.
Any such indication will not constitute a contractual commitment by you to
purchase any of the securities until the offering has been priced and we have
advised you of and confirmed the allocation of securities to be made to
you.

“Written
Communication” has the same meaning as that term is defined in Rule 405 of the
1933 Act Regulations.

(3)
Any
Free
Writing Prospectus relating to Certificates and used by an Underwriter in
connection with marketing the Certificates, including the Definitive Free
Writing Prospectus, shall prominently set forth substantially the following
statement:

The
issuer is not obligated to issue such security or any similar security and
the
underwriter’s obligation to deliver such security is subject to the terms and
conditions of the underwriting agreement with the issuer and the availability
of
such security when, as and if issued by the issuer. You are advised that the
terms of the securities, and the characteristics of the mortgage loan pool
backing them, may change (due, among other things, to the possibility that
mortgage loans that comprise the pool may become delinquent or defaulted or
may
be removed or replaced and that similar or different mortgage loans may be
added
to the pool, and that one or more classes of securities may be split, combined
or eliminated), at any time prior to issuance or availability of a final
prospectus. You are advised that securities may not be issued that have the
characteristics described in these materials. The underwriter’s obligation to
sell such securities to you is conditioned on the mortgage loans and securities
having the characteristics described in these materials. If for any reason
the
issuer does not deliver such securities, the underwriter will notify you, and
neither the issuer nor any underwriter will have any obligation to you to
deliver all or any portion of the securities which you have committed to
purchase, and none of the issuer nor any underwriter will be liable for any
costs or damages whatsoever arising from or related to such
non-delivery.

(c)
It
is
understood that each Underwriter will not enter into a Contract of Sale with
any
investor until the Definitive Free Writing Prospectus has been conveyed to
the
investor. For purposes of this Agreement, Contract of Sale has the same meaning
as in Rule 159 of the 1933 Act Regulations and all Commission guidance relating
to Rule 159. The Definitive Free Writing Prospectus shall prominently set forth
substantially the following statement:

The
information in this free writing prospectus, if conveyed prior to the time
of
your commitment to purchase, supersedes information contained in any prior
similar free writing prospectus relating to these securities.

(d)
It
is
understood that each Underwriter may prepare and provide to prospective
investors certain Free Writing Prospectuses (as defined below), subject to
the
following conditions:

(1)
Unless
preceded or accompanied by a prospectus satisfying the requirements of Section
10(a) of the Act, an Underwriter shall not convey or deliver any Written
Communication to any person in connection with the initial offering of the
Certificates, unless such Written Communication either (i) is made in reliance
on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the
requirements of Rule 430B under the Act, (iii) is the Definitive Free Writing
Prospectus, or (iv) both (1) constitutes a Free Writing Prospectus (as defined
below) used in reliance on Rule 164 and (2) includes only information that
is
within the definition of ABS Informational and Computational Materials as
defined in Item 1100 of Regulation AB, or Permitted Additional
Materials.

(2)
The
Underwriter shall comply with all applicable laws and regulations in connection
with the use of Free Writing Prospectuses, including but not limited to Rules
164 and 433 of the 1933 Act Regulations and all Commission guidance relating
to
Free Writing Prospectuses, including but not limited to Commission Release
No.
33-8591.

(3)
For
purposes hereof, “Free Writing Prospectus” shall have the meaning given such
term in Rules 405 and 433 of the 1933 Act Regulations. “Issuer Information”
shall mean information included in a Free Writing Prospectus that both (i)
is
within the types of information specified in clauses (1) to (5) of footnote
271
of Commission Release No. 33-8591 (Securities Offering Reform) as shown in
Exhibit C hereto and (ii) has been either prepared by, or has been reviewed
and
approved by, the Depositor. “Underwriter Derived Information” shall refer to
information of the type described in clause (5) of such footnote 271 when
prepared by an Underwriter. “Permitted Additional Materials” shall mean
information that is not ABS Informational and Computational Materials and (x)
that are referred to in Section 4(d)(12)), (y) that constitute Certificate
price, yield, weighted average life, subscription or allocation information,
or
a trade confirmation, or (z) otherwise with respect to which the Depositor
has
provided written consent to an Underwriter to include in a Free Writing
Prospectus. As used herein with respect to any Free Writing Prospectus, “Pool
Information” means the information with respect to the characteristics of the
Mortgage Loans and administrative and servicing fees, as provided by or on
behalf of the Depositor to an Underwriter at the time most recent to the date
of
such Free Writing Prospectus.

(4)
All
Free
Writing Prospectuses provided to prospective investors, whether or not filed
with the Commission, shall bear a legend including substantially the following
statement:

The
issuing entity has filed a registration statement (including a prospectus)
with
the SEC for the offering to which this free writing prospectus relates. Before
you invest, you should read the base prospectus in that registration statement
and other documents the issuing entity has filed with the SEC for more complete
information about the issuing entity and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov
.
Alternatively, the issuing entity, any underwriter or any dealer participating
in the offering will arrange to send you the base prospectus if you request
it
by calling toll-free 1-866-803-9204.

The
Depositor shall have the right to require additional specific legends or
notations to appear on any Free Writing Prospectus, the right to require changes
regarding the use of terminology and the right to determine the types of
information appearing therein with the approval of each Underwriter (which
shall
not be unreasonably withheld).

(5)
Each
Underwriter shall deliver to the Depositor and its counsel (in such format
as
required by the Depositor) prior to the proposed date of first use thereof,
(i)
any Free Writing Prospectus prepared by or on behalf of such Underwriter that
contains any information that, if reviewed and approved by the Depositor, would
be Issuer Information, and (ii) any Free Writing Prospectus or portion thereof
prepared by such Underwriter that contains only a description of the final
terms
of the Certificates after such terms have been established for all classes
of
Certificates being publicly offered. No information in any Free Writing
Prospectus (other than the Definitive Free Writing Prospectus) shall consist
of
information of a type that is not included within the definition of ABS
Informational and Computational Materials, or is not Permitted Additional
Materials. To facilitate filing to the extent required by Section 5(b) or 4(f),
as applicable, all Underwriter Derived Information shall be set forth in a
document separate from the document including Issuer Information. All Free
Writing Prospectuses described in this subsection (5) must be approved by the
Depositor before any Underwriter provides the Free Writing Prospectus to
investors pursuant to the terms of this Agreement. Notwithstanding the
foregoing, each Underwriter shall not be required to deliver any Free Writing
Prospectus to the extent that it does not contain substantive changes from
or
additions to any Free Writing Prospectus previously approved by the
Depositor.

(6)
BNP
Paribas Securities Corp. shall provide the Depositor with a letter from Ernst
& Young LLP, certified public accountants, prior to the Closing Date, with
respect to any Free Writing Prospectus provided by that Underwriter to the
Depositor under Section 4(d)(5), satisfactory in form and substance to the
Depositor and their counsel and that Underwriter, to the effect that such
accountants have performed certain specified procedures, all of which have
been
agreed to by the Depositor and that Underwriter, as a result of which they
determined that all accounting, financial or statistical information that is
included in such Free Writing Prospectus, is accurate except as to such matters
that are not deemed by the Depositor and that Underwriter to be material. The
foregoing letter shall be at the expense of the such Underwriter.

(7)
None
of
the information in the Free Writing Prospectuses may conflict with the
information contained in the Prospectus or the Registration
Statement.

(8)
The
Depositor shall not be obligated to file any Free Writing Prospectuses that
have
been determined to contain any material error or omission, unless the Depositor
is required to file the Free Writing Prospectus pursuant to Section 5(b) below.
In the event that an Underwriter becomes aware that, as of the date on which
an
investor entered into an agreement to purchase any Certificates, any Free
Writing Prospectus prepared by or on behalf of such Underwriter and delivered
to
such investor contained any untrue statement of a material fact or omitted
to
state a material fact necessary in order to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading (such Free Writing Prospectus, a “Defective Free Writing
Prospectus”), such Underwriter shall notify the Depositor thereof as soon as
practical but in any event within one business day after discovery.

(9)
If
any
Underwriter does not provide any Free Writing Prospectuses to the Depositor
pursuant to subsection (e) above, such Underwriter shall be deemed to have
represented, as of the Closing Date, that it did not provide any prospective
investors with any information in written or electronic form in connection
with
the offering of the Certificates that is required to be filed with the
Commission by the Depositor as a Free Writing Prospectus (other than the
Definitive Free Writing Prospectus) in accordance with the 1933 Act
Regulations.

(10)
In
the
event of any delay in the delivery by any Underwriter to the Depositor of any
Free Writing Prospectuses required to be delivered in accordance with subsection
(5) above, or, in the case of BNP Paribas Securities Corp., in the delivery
of
the accountant’s comfort letter in respect thereof pursuant to subsection (6)
above, the Depositor shall have the right to delay the release of the Prospectus
to investors or to such Underwriter, to delay the Closing Date and to take
other
appropriate actions in each case as necessary in order to allow the Depositor
to
comply with its agreement set forth in Section 5(b) to file the Free Writing
Prospectuses by the time specified therein.

(11)
Each
Underwriter represents that it has in place, and covenants that it shall
maintain internal controls and procedures which it reasonably believes to be
sufficient to ensure full compliance with all applicable legal requirements
of
the 1933 Act Regulations with respect to the generation and use of Free Writing
Prospectuses in connection with the offering of the Certificates. In addition,
each Underwriter shall, for a period of at least three years after the date
hereof, maintain written and/or electronic records of any Free Writing
Prospectus used to solicit offers to purchase Certificates to the extent not
filed with the Commission.

(12)
It
is
understood and agreed that all information provided by any Underwriter to or
through Bloomberg or Intex or similar entities for use by prospective investors,
or imbedded in any CDI file provided to prospective investors, to the extent
constituting a Free Writing Prospectus, shall be deemed for all purposes hereof
to be a Free Writing Prospectus not containing Issuer Information. In connection
therewith, each Underwriter agrees that it shall not provide any information
constituting Issuer Information through the foregoing media unless that
information is contained either in the Definitive Free Writing Prospectus or
in
a Free Writing Prospectus delivered in compliance with Section
4(d)(5).

(e)
Each
Underwriter covenants with the Depositor that after the final Prospectus is
available such Underwriter shall not distribute any written information
concerning the Certificates to a prospective investor unless such information
is
preceded or accompanied by the final Prospectus. It is understood and agreed
that the use of written information in accordance with the preceding sentence
is
not a Free Writing Prospectus and is not otherwise restricted or governed in
any
way by this Agreement.

(f)
Each
Underwriter shall file any Free Writing Prospectus that has been distributed
by
such Underwriter in a manner that could lead to its broad, unrestricted
dissemination not later than the date of first use, provided that if that Free
Writing Prospectus contains only information of a type included within the
definition of ABS Informational and Computational Materials then such filing
shall be made within the later of two business days after such Underwriter
first
provides this information to investors and the date upon which the Depositor
is
required to file the Prospectus Supplement with the Commission pursuant to
Rule
424(b)(3) of the 1933 Act Regulations; provided further, that the Depositor
shall not be required to file any Free Writing Prospectus that does not contain
substantive changes from or additions to a Free Writing Prospectus previously
filed with the Commission.

(g)
Each
Underwriter further agrees that (i) if the Prospectus is not delivered with
the
confirmation in reliance on Rule 172, it will include in every confirmation
sent
out the notice required by Rule 173 informing the investor that the sale was
made pursuant to the Registration Statement and that the investor may request
a
copy of the Prospectus from such Underwriter; (ii) if a paper copy of the
Prospectus is requested by a person who receives a confirmation, such
Underwriter shall deliver a paper copy of such Prospectus; (iii) if an
electronic copy of the Prospectus is delivered by an Underwriter for any
purpose, such copy shall be the same electronic file containing the Prospectus
in the identical form transmitted electronically to such Underwriter by or
on
behalf of the Depositor specifically for use by such Underwriter pursuant to
this Section 4(g); for example, if the Prospectus is delivered to an Underwriter
by or on behalf of the Depositor in a single electronic file in .pdf format,
then such Underwriter will deliver the electronic copy of the Prospectus in
the
same single electronic file in .pdf format. Each Underwriter further agrees
that
(i) if it delivers to an investor the Prospectus in .pdf format, upon such
Underwriter’s receipt of a request from the investor within the period for which
delivery of the Prospectus is required, such Underwriter will promptly deliver
or cause to be delivered to the investor, without charge, a paper copy of the
Prospectus and (ii) it will provide to the Depositor any Free Writing
Prospectuses, or portions thereof, which the Depositor is required to file
with
the Commission in electronic format and will use reasonable efforts to provide
to the Depositor such Free Writing Prospectuses, or portions thereof, in either
Microsoft Word® or Microsoft Excel® format and not in a pdf, except to the
extent that the Depositor, in its sole discretion, waives such
requirements.

(h)
Each
Underwriter represents and warrants that it has (1) complied and will comply
with all applicable provisions of the Financial Services and Markets Act in
effect in the United Kingdom with respect to anything done by it in relation
to
the Certificates in, from or otherwise involving the United Kingdom and (ii)
complied and will comply with Directive 2003/71/EC (the “Prospectus Directive”)
in relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive.

5.
Agreements
.
The
Depositor agrees with the Underwriters that:

(a)
The
Depositor will cause the Prospectus as supplemented by a Prospectus Supplement
relating to the Certificates to be filed pursuant to Rule 424 under the Act
and
will promptly advise the Underwriters when the Prospectus as so supplemented
has
been so filed, and prior to the termination of the offering of Certificates
to
which such Prospectus relates also will promptly advise the Underwriters (i)
when any amendment to the Registration Statement specifically relating to the
Certificates shall have become effective or any further supplement to the
Prospectus has been filed, (ii) of any request by the Commission for any
amendment of the Registration Statement or the Prospectus or for any additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution
or
threatening of any proceeding for that purpose and (iv) of the receipt by the
Depositor of any written notification with respect to the suspension of the
qualification of the Certificates for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. During such time that the
Prospectus is required by the Act to be delivered in connection with sale of
the
Certificates, the Depositor will not file any amendment of the Registration
Statement or supplement to the Prospectus (other than any amendment or
supplement specifically relating to a series of pass-through certificates other
than the Certificates) unless the Depositor has furnished the Underwriters
with
a copy for its review prior to filing. The Depositor will use its best efforts
to prevent the issuance of any such stop order and, if issued, to obtain as
soon
as possible the withdrawal thereof.

(b)
The
Depositor shall file any Free Writing Prospectus prepared by the Depositor
(including the Definitive Free Writing Prospectus), and any Issuer Information
contained in any Free Writing Prospectus provided to it by an Underwriter under
Section 4(d)(5), not later than the date of first use of the Free Writing
Prospectus, except that:

(1)
As
to any
Free Writing Prospectus or portion thereof that contains only (A) a description
of the final terms of the Certificates after such terms have been established
for all classes of Certificates being publicly offered, may be filed by the
Depositor within two days of the later of the date such final terms have been
established for all classes of Certificates being publicly offered and the
date
of first use and (B) a description of the terms of the Certificates that does
not reflect the final terms after they have been established for all classes
of
all Certificates is not required to be filed; and

(2)
Notwithstanding
clause (1) above, as to any Free Writing Prospectus or portion thereof required
to be filed that contains only information of a type included within the
definition of ABS Informational and Computational Materials, the Depositor
shall
file such Free Writing Prospectus or portion thereof within the later of two
business days after an Underwriter first provides this information to investors
and the date upon which the Depositor is required to file the Prospectus
Supplement with the Commission pursuant to Rule 424(b)(3) of the Act.

provided
further, that prior to such use of any Free Writing Prospectuses by the
Depositor, each Underwriter must comply with its obligations pursuant to Section
4(d) and that the Depositor shall not be required to file any Free Writing
Prospectus that does not contain substantive changes from or additions to a
Free
Writing Prospectus previously filed with the Commission.

(c)
If,
at
any time when a prospectus relating to the Certificates is required to be
delivered under the Act, any event occurs as a result of which the Prospectus
as
then amended or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or if it shall be necessary at any time to amend or supplement
the
Prospectus to comply with the Act or the rules thereunder, the Depositor
promptly will prepare and file with the Commission, subject to paragraph (a)
of
this Section 5, an amendment or supplement which will correct such statement
or
omission or an amendment which will effect such compliance.

(d)
If
the
Depositor or any Underwriter determines or becomes aware that any Written
Communication (including without limitation any Free Writing Prospectus) or
oral
statement contains an untrue statement of material fact or omits to state a
material fact necessary to make the statements, in light of the circumstances
under which they were made, not misleading at the time that a Contract of Sale
was entered into with any investor, when considered in conjunction with all
information conveyed at the time of Contract of Sale, either the Depositor
or
that Underwriter may prepare corrective information with notice to the other
party and any other Underwriters, and the Underwriter dealing with that investor
shall deliver such information in a manner reasonably acceptable to the
Underwriter and the Depositor, to any person with whom a Contract of Sale was
entered into, and such information shall provide any such person with the
following:

(1)
Adequate
disclosure of the contractual arrangement;

(2)
Adequate
disclosure of the person’s rights under the existing Contract of Sale at the
time termination is sought;

(3)
Adequate
disclosure of the new information that is necessary to correct the misstatements
or omissions in the information given at the time of the original Contract
of
Sale; and

(4)
A
meaningful ability to elect to terminate or not terminate the prior Contract
of
Sale and to elect to enter into or not enter into a new Contract of
Sale.

To
the
extent that the Underwriter incurs any costs to the investor in connection
with
any such termination or reformation of a Contract of Sale, the Depositor shall
reimburse that Underwriter for such costs to the extent that the defective
information was of a type that the Depositor is responsible for under Section
7(a).

(e)
The
Depositor will furnish to the Underwriters and counsel for the Underwriters,
without charge, as many signed copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus by the Underwriters
or dealers may be required by the Act, as many copies of the Prospectus and
any
supplements thereto as any Underwriter may reasonably request; provided,
however, that you will provide the notice specified in Section 4(g) in every
confirmation and will only deliver the Prospectus to those investors that
request a paper copy thereof.

(f)
The
Depositor will furnish such information, execute such instruments and take
such
actions as may be reasonably requested by the Underwriters to qualify the
Certificates for sale under the laws of such jurisdictions as the Underwriters
may designate, to maintain such qualifications in effect so long as required
for
the distribution of the Certificates and to determine the legality of the
Certificates for purchase by institutional investors; provided, that the
Depositor shall not be required to qualify to do business in any jurisdiction
where it is not now qualified or to take any action which would subject it
to
general or unlimited service of process in any jurisdiction in which it is
not
now subject to such service of process. The Depositor will make generally
available to holders of the Certificates, as soon as practicable (but no later
than 90 days after the close of the period covered thereby), earnings statements
(in form complying with the provisions of Rule 158 under the Act) covering
twelve month periods beginning, in each case, not later than the Depositor’s
fiscal quarter next following the “effective date” (as defined in Rule 158) of
the Registration Statement.

(g)
Whether
or not the transactions contemplated hereby shall be consummated, the Depositor
shall be responsible for the payment of any costs and expenses in connection
with the performance of its obligations under this Agreement, including, without
limitation, those related to (i) the costs and expenses of printing or otherwise
reproducing the Registration Statement and the Prospectus, this Agreement,
the
Pooling Agreement and the Certificates, (ii) the cost of delivering the
Certificates to the offices of the Underwriters, insured to the satisfaction
of
the Underwriters, and (iii) the qualification of the Certificates under
securities and Blue Sky laws, including filing fees, and the fees and
disbursements of counsel for the Underwriter in connection therewith and in
connection with the preparation of any Blue Sky Survey.

6.
Conditions
to the Obligations of the Underwriters
.
The
several obligations of each Underwriter to purchase the Certificates shall
be
subject to the accuracy in all respects of the representations and warranties
on
the part of the Depositor contained herein as of the date hereof and the Closing
Date, to the accuracy of the statements of the Depositor made in any Officers’
certificates pursuant to the provisions hereof, to the performance by the
Depositor of its obligations hereunder and to the following additional
conditions:

(a)
Thacher
Proffitt & Wood LLP
shall
have furnished to the Underwriters opinions, dated the Closing Date,
substantially to the effect set forth in Exhibit A.

(b)
The
Depositor shall have furnished to the Underwriters a certificate of the
Depositor, signed by the President, Senior Vice President or any Vice President,
dated the Closing Date, to the effect that the signer of such certificate has
carefully examined the Registration Statement and the Prospectus and
that:

(i)
The
representations and warranties of the Depositor in this Agreement are true
and
correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date, and the Depositor has complied with
all
the agreements and satisfied all the conditions on its part to be performed
or
satisfied at or prior to the Closing Date;

(ii)
No
stop
order suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or, to his knowledge,
threatened; and

(iii)
Nothing
has come to his attention that would lead him to believe that the Registration
Statement, as of the Closing Date, contains any untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the Prospectus,
as of the Closing Date, contains any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they
were made, not misleading.

(c)
Ernst
& Young LLP will have furnished to the Underwriters a letter, dated as of
the Closing Date, in form and substance satisfactory to the Underwriters, to
the
effect that they have performed certain specified procedures as a result of
which they have determined that such information as the Underwriters may
reasonably request of an accounting, financial or statistical nature set forth
in the Definitive Free Writing Prospectus and the Prospectus Supplement under
the caption “The Mortgage Pool” and elsewhere therein agrees with the accounting
records of the Depositor and, where applicable, the Mortgage Loan files of
the
Depositor, excluding any questions of legal interpretation.

(d)
The
Depositor’s TBW Mortgage-Backed Trust Series 2006-5, Mortgage-Backed
Pass-Through Certificates, Series 2006-5, the Certificates shall have receive
at
least the following ratings from Standard & Poor’s, a division of The
McGraw-Hill Companies, Inc. : (“S&P”) and Moody’s Investors Service, Inc.
(“Moody’s”):

Certificates

S&P

Moody's

Class
A-1

AAA

Aaa

Class
A-2-A

AAA

Aaa

Class
A-2-B

AAA

Aaa

Class
A-3

AAA

Aaa

Class
A-4

AAA

Aaa

Class
A-5-A

AAA

Aaa

Class
A-5-B

AAA

Aaa

Class
A-6

AAA

Aaa

Class
M-1

AA

Aa2

Class
M-2

AA-

Aa3

Class
M-3

A+

A1

Class
M-4

A

A2

Class
M-5

A

A3

Class
M-6

BBB+

Baa1

Class
M-7

BBB+

Baa2

(e)
The
Underwriters shall have received the opinion of the Counsel to the Trustee,
substantially
to the effect set forth in Exhibit B.

(f)
The
Underwriters shall have received the opinion of the Counsel, dated as of the
Closing Date, to the Master Servicer in form and substance satisfactory to
the
Underwriters.

(g)
Subsequent
to the date hereof, there shall not have been any change, or any development
involving a prospective change, in or affecting the business or properties
of
the Depositor, which any Underwriter concludes in its judgment materially
impairs the investment quality of the Certificates so as to make it impractical
or inadvisable to proceed with the public offering or the delivery of the
Certificates as contemplated by the Prospectus.

(h)
The
Depositor shall have furnished to the Underwriters any other opinion of counsel
delivered to the Rating Agencies in connection with the rating of the
Certificates.

(i)
The
Underwriters shall have received indemnification letters from each of the
Trustee, the Master Servicer and Securities Administrator, Colonial Bank, N.A.
and Taylor, Bean & Whitaker Mortgage Corp. for the information provided by
each such party for inclusion in the Definitive Free Writing Prospectus and
the
Prospectus Supplement.

If
any of
the conditions specified in this Section 6 shall not have been fulfilled in
all
material respects when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form and substance
to
the Underwriters and its counsel, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior to, the Closing
Date by the Underwriters. Notice of such cancellation shall be given to the
Depositor in writing, or by telephone or telegraph confirmed in
writing.

7.
Indemnification
and Contribution
.
(a) The
Depositor will indemnify and hold harmless each Underwriter and each person,
if
any, who controls any Underwriter within the meaning of the Act, against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter or such controlling person may become subject, under the Act or
otherwise, and will reimburse each Underwriter and each such controlling person
for any legal or other expenses reasonably incurred by such Underwriter and
each
such controlling person in connection with investigating or defending any such
loss, claim, damage, liability or action, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) (i) arise out of or
are
based upon any untrue statement or alleged untrue statement of any material
fact
contained in the Registration Statement, the Prospectus and Designated Static
Pool Information, taken together, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in
the
Definitive Free Writing Prospectus, or any Issuer Information contained in
any
other Free Writing Prospectus, or any omission or alleged omission to state
therein a material fact necessary to make the statements therein, in light
of
the circumstances under which they were made, not misleading, or (iii) are
caused by any untrue statement of a material fact or alleged untrue statement
of
a material fact contained in any Free Writing Prospectus that was caused by
any
error in any Pool Information; provided, however, that the Depositor will not
be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement in or omission or alleged omission made in any such documents
based upon any information with respect to which any Underwriter has agreed
to
indemnify the Depositor pursuant to Section 7(b). This indemnity agreement
will
be in addition to any liability which the Depositor may otherwise
have.

(b)
Each
Underwriter severally, and not jointly, agrees to indemnify and hold harmless
the Depositor, each of its directors, each of its officers who have signed
the
Registration Statement and each person, if any, who controls the Depositor
within the meaning of the Act against any losses, claims, damages or liabilities
to which the Depositor or any such director, officer or controlling person
may
become subject, under the Act or otherwise, and will reimburse any legal or
other expenses reasonably incurred by the Depositor or any such director,
officer or controlling person in connection with investigating or defending
any
such loss, claim, damage, liability or action, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based
upon (i) the Underwriter Information and the Decrement/Yield Tables, (ii) any
Underwriter Derived Information prepared or used by that Underwriter, (iii)
any
Free Writing Prospectus prepared or used by that Underwriter for which the
conditions set forth in Section 4(d)(5) above are not satisfied with respect
to
the prior approval by the Depositor, (iv) any portion of any Free Writing
Prospectus (other than the Definitive Free Writing Prospectus) prepared or
used
by that Underwriter not constituting Issuer Information, (v) and any liability
directly resulting from that Underwriter’s failure to provide any investor with
the Definitive Free Writing Prospectus prior to entering into a Contract of
Sale
with such investor or failure to file any Free Writing Prospectus required
to be
filed by that Underwriter in accordance with Section 4(f); provided, however,
that the indemnification set forth in this 7(b) shall not apply to the extent
of
any error in any Free Writing Prospectus that was caused by any error in any
Pool Information. This indemnity will be in addition to any liability which
each
Underwriter may otherwise have. The Depositor acknowledges that the
Underwriters’ Information and the Decrement/Yield Tables included in the
Prospectus Supplement constitute the only information furnished in writing
by or
on behalf of any Underwriter expressly for use in the Applicable Registration
Statement or the Prospectus or in any amendment thereof or supplement thereto,
as the case may be furnished to the Depositor by such Underwriter), and each
Underwriter confirms, on its behalf, that such statements are
correct.

(c)
Promptly
after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section, notify
the indemnifying party of the commencement thereof, but the omission so to
notify the indemnifying party will not relieve it from any liability which
it
may have to any indemnified party otherwise than in this Section. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be
entitled to participate therein, and to the extent that it may, jointly with
any
other indemnifying party similarly notified, elect to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with defense thereof other than reasonable costs of investigation.

(d)
In
order
to provide for just and equitable contribution in circumstances in which the
indemnity agreement provided for in this Section 7 is for any reason held to
be
unenforceable by the indemnified parties although applicable in accordance
with
its terms, the Depositor, on the one hand, and the applicable Underwriter,
on
the other, shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by said indemnity agreement
incurred by the Depositor and the applicable Underwriter in such proportions
that the applicable Underwriter is responsible for that portion represented
by
the percentage that the underwriting discount or discounts earned on the
Certificates bears to the total net proceeds of the offering and the Depositor
shall be responsible for the balance; provided, however, that no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation; and, further, provided however, in no case shall
the applicable Underwriter be responsible for any amount in excess of the
related aggregate underwriting discounts. For purposes of this Section, each
person, if any, who controls the applicable Underwriter within the meaning
of
Section 15 of the Act shall have the same rights to contribution as the
applicable Underwriter and each director of the Depositor, each officer of
the
Depositor who signed the Registration Statement, and each person, if any, who
controls the Depositor within the meaning of Section 15 of the Act shall have
the same rights to contribution as the Depositor.

8.
Termination
.
This
Agreement shall be subject to termination in the absolute discretion of the
Representative, by notice given to the Depositor prior to delivery of and
payment for the Certificates, if prior to such time (i) there has been, since
the date hereof, any material adverse change in the condition, financial or
otherwise, of the Depositor, whether or not arising in the ordinary course
of
business, or (ii) there shall have occurred any material adverse change in
the
financial markets in the United States or any outbreak or escalation of
hostilities or other national or international calamity or crisis the effect
of
which on the financial markets of the United States is such as to make it,
in
the judgment of the Representative, impracticable to market the Certificates
or
enforce contracts for the sale of the Certificates, or (iii) trading generally
on either the American Stock Exchange or the New York Stock Exchange has been
suspended, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices for securities have been required, by either of said exchanges
or by order of the Commission or any other governmental authority, or banking
moratorium has been declared by either Federal or New York
authorities.

9.
Representations
and Indemnities To Survive Delivery
.
The
agreements, representations, warranties, indemnities and other statements of
the
Depositor or its officers and of the Underwrites set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Depositor or any
of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Certificates. The provisions
of
Section 7 hereof shall survive the termination or cancellation of this
Agreement.

10.
Successors
.
This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and the officers, directors and controlling
persons referred to in Section 7 hereof, and their successors and assigns,
and
no other person will have any right or obligation hereunder.

11.
Applicable
Law
.
THIS
AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE
STATE OF NEW YORK.

12.
Miscellaneous
.
This
Agreement may be executed in counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall constitute
one
and the same instrument. This Agreement supersedes all prior and contemporaneous
agreements and understandings relating to the subject matter hereof. This
Agreement or any term hereof may not be changed, waived, discharged or
terminated except by an affirmative written agreement made by the party against
whom enforcement of the change, waiver, discharge or termination is sought.
The
headings in this Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

13.
Representation
.
The
Representative will act for the Underwriters in connection with the transactions
contemplated by this Agreement, and any action under this Agreement taken by
the
Representative will be binding upon all of the Underwriters.

If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to us a counterpart hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Depositor and the
Underwriters.

Very
truly yours,

BNP
PARIBAS MORTGAGE SECURITIES LLC

By:

/s/
Gregory J. Lattanzio

Name:

Gregory
J. Lattanzio

Title:

Director

The
foregoing Underwriting Agreement
is
hereby confirmed and accepted as of
the
date first above written.

In
the
case of asset-backed issuers certain information comprehended within the
definition of ABS informational and computational material is analogous to
the
term of securities and is therefore issuer information. For example, we would
expect that the following categories of such material, which are derived from
the definition of ABS informational and computational materials, are generally
issuer information:

(1)
Structural
information-
factual
information regarding the
asset-backed securities being offered and the structure and basic parameters
of
the securities, such as the number of classes, seniority, payment priorities,
terms of payment, the tax, ERISA or other legal conclusions of counsel, and
descriptive information relating to each class (e.g., principal amount, coupon,
minimum denomination, price or anticipated price, yield, weighted average life,
credit enhancements, anticipated ratings, and other similar information relating
to the proposed structure of the offering);

(2)
Collateral
information-
factual
information regarding the pool assets underlying the asset-backed securities,
including origination, acquisition and pool selection criteria, information
regarding any prefunding or revolving period applicable to the offering,
information regarding significant obligors, data regarding the contractual
and
related characteristics of the underlying pool assets (e.g., weighted average
coupon, weighted average maturity, delinquency and loss information and
geographic distribution) and other factual information concerning the parameters
of the asset pool appropriate to the nature of the underlying assets, such
as
the type of assets comprising the pool and the programs under which the loans
were originated;

(3)
Key
parties information-
identification
of key parties to the transaction, such as servicers, trustees, depositors,
sponsors, originators and providers of credit enhancement or other support,
including information about any such party;

(5)
Issuer
computational material-
to
the
extent that the information is provided by the issuer, depositor, affiliated
depositor, or sponsor, statistical information displaying for a particular
class
of asset-backed securities the yield, average life, expected maturity, interest
rate sensitivity, cash flow characteristics, total rate of return, option
adjusted spread or other financial or statistical information related to the
class or classes under specified prepayment, interest rate, loss or other
hypothetical scenarios. (Where such information is prepared by an underwriter
or
dealer, it is not issuer information, even when derived from issuer
information.)